Terms and Conditions
1. Agreement Formation
By engaging with ED IN THE CLOUDS CONSULTING LIMITED (“we”, “us”, “our”) for information technology consultancy activities, including consulting, SEO, and PR services (“Services”), you (“you”, “your”) agree to be bound by these Terms and Conditions. A binding agreement is formed when we accept your order for Services, which may be in writing (including email) or by commencing the provision of Services.
By engaging with ED IN THE CLOUDS CONSULTING LIMITED (“we”, “us”, “our”) for information technology consultancy activities, including consulting, SEO, and PR services (“Services”), you (“you”, “your”) agree to be bound by these Terms and Conditions. A binding agreement is formed when we accept your order for Services, which may be in writing (including email) or by commencing the provision of Services.
2. Scope of Services
2.1 The specific Services to be provided, including deliverables, timelines, fees, and any special requirements, will be detailed in a separate service proposal, statement of work, or contract (“Service Agreement”). In case of any conflict between these Terms and Conditions and the Service Agreement, the Service Agreement shall prevail.
2.2 We reserve the right to make reasonable adjustments to the Services if necessary to ensure they comply with applicable laws, industry standards, or due to unforeseen circumstances, provided that such adjustments do not materially affect the overall scope or quality of the Services. We will notify you of any such adjustments in advance.
2.1 The specific Services to be provided, including deliverables, timelines, fees, and any special requirements, will be detailed in a separate service proposal, statement of work, or contract (“Service Agreement”). In case of any conflict between these Terms and Conditions and the Service Agreement, the Service Agreement shall prevail.
2.2 We reserve the right to make reasonable adjustments to the Services if necessary to ensure they comply with applicable laws, industry standards, or due to unforeseen circumstances, provided that such adjustments do not materially affect the overall scope or quality of the Services. We will notify you of any such adjustments in advance.
3. Fees and Payment
3.1 You agree to pay the fees for the Services as specified in the Service Agreement. All fees are quoted in GBP and are exclusive of any applicable taxes, which will be added to your invoice.
3.2 Payment terms are as follows: [specify, e.g., 50% deposit upon signing the Service Agreement, 50% upon completion of Services; or monthly installments as specified]. Invoices are due within 7 days of the invoice date.
3.3 Late payments will incur a late fee of 10% per month (or the maximum rate allowed by law, whichever is lower) on the outstanding balance, calculated from the due date until payment is received.
3.4 We reserve the right to suspend or terminate the provision of Services if payments are overdue by 7 days, without prejudice to any other rights we may have.
3.1 You agree to pay the fees for the Services as specified in the Service Agreement. All fees are quoted in GBP and are exclusive of any applicable taxes, which will be added to your invoice.
3.2 Payment terms are as follows: [specify, e.g., 50% deposit upon signing the Service Agreement, 50% upon completion of Services; or monthly installments as specified]. Invoices are due within 7 days of the invoice date.
3.3 Late payments will incur a late fee of 10% per month (or the maximum rate allowed by law, whichever is lower) on the outstanding balance, calculated from the due date until payment is received.
3.4 We reserve the right to suspend or terminate the provision of Services if payments are overdue by 7 days, without prejudice to any other rights we may have.
4. Intellectual Property
4.1 All intellectual property rights in any materials, methodologies, tools, or know – how developed or used by us in providing the Services, which are not specific to your business, shall remain our exclusive property.
4.2 For custom deliverables created specifically for you as part of the Services (such as custom SEO strategies, PR content, or consulting reports), we grant you a non – exclusive, non – transferable license to use such deliverables for your internal business purposes, subject to full payment of all fees.
4.3 You warrant that any materials, information, or data provided to us for the Services do not infringe the intellectual property rights of any third party, and you shall indemnify us against any claims arising from a breach of this warranty.
4.1 All intellectual property rights in any materials, methodologies, tools, or know – how developed or used by us in providing the Services, which are not specific to your business, shall remain our exclusive property.
4.2 For custom deliverables created specifically for you as part of the Services (such as custom SEO strategies, PR content, or consulting reports), we grant you a non – exclusive, non – transferable license to use such deliverables for your internal business purposes, subject to full payment of all fees.
4.3 You warrant that any materials, information, or data provided to us for the Services do not infringe the intellectual property rights of any third party, and you shall indemnify us against any claims arising from a breach of this warranty.
5. Confidentiality
5.1 Each party shall keep confidential all non – public information (“Confidential Information”) disclosed by the other party in connection with the Services. This includes, but is not limited to, business plans, financial data, technical information, client lists, project details, and any information marked as confidential.
5.2 The obligation of confidentiality shall survive for 7 years after the termination of this agreement and shall not apply to information that:
5.1 Each party shall keep confidential all non – public information (“Confidential Information”) disclosed by the other party in connection with the Services. This includes, but is not limited to, business plans, financial data, technical information, client lists, project details, and any information marked as confidential.
5.2 The obligation of confidentiality shall survive for 7 years after the termination of this agreement and shall not apply to information that:
- Is or becomes publicly available through no fault of the receiving party
- Was known to the receiving party prior to disclosure
- Is independently developed by the receiving party without reference to the Confidential Information
- Is rightfully obtained from a third party without confidentiality restrictions
6. Responsibilities
6.1 You shall:
6.1 You shall:
- Provide accurate, complete, and timely information and access to necessary resources (including personnel, systems, and data) required for us to perform the Services
- Cooperate with us in a timely manner, including attending meetings and providing feedback on deliverables
- Make decisions in a timely manner that are necessary for the progress of the Services
- Ensure that your employees, agents, and contractors comply with these Terms and Conditions
6.2 We shall:
- Perform the Services with reasonable skill, care, and diligence, in accordance with industry standards and the specifications outlined in the Service Agreement
- Assign qualified personnel to perform the Services
- Keep you informed of the progress of the Services and provide regular updates as agreed
- Comply with all applicable laws and regulations in the provision of the Services
7. Limitation of Liability
7.1 We shall not be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, revenue, business opportunities, or data, even if we have been advised of the possibility of such damages.
7.2 Our total liability for any claim arising out of or in connection with the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you for the specific Service giving rise to the claim.
7.3 This limitation of liability shall not apply to:
7.1 We shall not be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, revenue, business opportunities, or data, even if we have been advised of the possibility of such damages.
7.2 Our total liability for any claim arising out of or in connection with the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you for the specific Service giving rise to the claim.
7.3 This limitation of liability shall not apply to:
- Death or personal injury caused by our negligence
- Fraud or fraudulent misrepresentation
- Any liability that cannot be excluded or limited by applicable law
8. Term and Termination
8.1 The term of this agreement shall commence on the date of agreement formation and shall continue until the completion of the Services, unless terminated earlier in accordance with these Terms.
8.2 Either party may terminate this agreement with immediate effect by giving written notice if the other party:
8.1 The term of this agreement shall commence on the date of agreement formation and shall continue until the completion of the Services, unless terminated earlier in accordance with these Terms.
8.2 Either party may terminate this agreement with immediate effect by giving written notice if the other party:
- Commits a material breach of these Terms and Conditions and fails to remedy the breach within [X] days of written notice
- Becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy
8.3 We may terminate this agreement by giving 7 days’ written notice if we are unable to continue providing the Services due to circumstances beyond our control.
8.4 Upon termination, you shall pay for all Services provided up to the date of termination, including any work in progress as specified in the Service Agreement. All licenses granted under these Terms and Conditions shall terminate upon termination, except for those that are perpetual by their nature.
8.4 Upon termination, you shall pay for all Services provided up to the date of termination, including any work in progress as specified in the Service Agreement. All licenses granted under these Terms and Conditions shall terminate upon termination, except for those that are perpetual by their nature.
9. Governing Law and Dispute Resolution
9.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.
9.2 Any dispute arising out of or in connection with these Terms and Conditions or the Services shall first be referred to mediation, with a mediator agreed upon by both parties. If the dispute cannot be resolved through mediation within [X] days, it shall be submitted to the exclusive jurisdiction of the courts of England and Wales.
9.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.
9.2 Any dispute arising out of or in connection with these Terms and Conditions or the Services shall first be referred to mediation, with a mediator agreed upon by both parties. If the dispute cannot be resolved through mediation within [X] days, it shall be submitted to the exclusive jurisdiction of the courts of England and Wales.
10. General Provisions
10.1 These Terms and Conditions constitute the entire agreement between the parties with respect to the Services, superseding all prior agreements, understandings, and representations, whether oral or written.
10.2 We may amend these Terms and Conditions from time to time. Any amendments will be effective upon written notice to you, and your continued use of the Services after the effective date of the amendments constitutes acceptance of the revised Terms.
10.3 No waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by both parties.
10.4 If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.5 You may not assign or transfer any of your rights or obligations under these Terms and Conditions without our prior written consent. We may assign these Terms and Conditions to a successor in interest to all or part of our business.
10.1 These Terms and Conditions constitute the entire agreement between the parties with respect to the Services, superseding all prior agreements, understandings, and representations, whether oral or written.
10.2 We may amend these Terms and Conditions from time to time. Any amendments will be effective upon written notice to you, and your continued use of the Services after the effective date of the amendments constitutes acceptance of the revised Terms.
10.3 No waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by both parties.
10.4 If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.5 You may not assign or transfer any of your rights or obligations under these Terms and Conditions without our prior written consent. We may assign these Terms and Conditions to a successor in interest to all or part of our business.
11. Contact Information
For any questions or concerns regarding these Terms and Conditions, please contact us at:
Address: 320 Firecrest Court, Warrington, WA1 1RG, GB
Email: Edward7NicholasSmith@outlook.com
Phone: +44 7412 848636
For any questions or concerns regarding these Terms and Conditions, please contact us at:
Address: 320 Firecrest Court, Warrington, WA1 1RG, GB
Email: Edward7NicholasSmith@outlook.com
Phone: +44 7412 848636